FORM 10-Q - QUARTERLY OR TRANSITIONAL REPORT
[x] QUARTERLY REPORT UNDER SECTION 13 or 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EX-
CHANGE ACT
For the transition period from to
Commission file number 1-9312
AMERICAN LIST CORPORATION
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(Exact name of Registrant as specified in its charter)
DELAWARE 11-2050322
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(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
330 OLD COUNTRY ROAD, MINEOLA, NEW YORK 11501
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(Address of principal executive offices)
(516) 248-6100
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(Registrant's telephone number, including area code)
Indicate by check whether the Registrant (1) has filed all reports required to
be filed by Section 13 or 15 (d) of the Exchange Act during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes X No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Indicate by check whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) or the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 4,432,403 shares of Common
Stock, $.01 par value, as of July 5, 1996.
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AMERICAN LIST CORPORATION
FORM 10-Q
INDEX
PART I. FINANCIAL INFORMATION
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Item 1. Unaudited Financial Statements
Consolidated Balance Sheets at May 31, 1996 and February 29, 1996
Consolidated Statements of Earnings for the three months ended
May 31, 1996 and 1995.
Consolidated Statements of Stockholders' equity for the three
months ended May 31, 1996.
Consolidated Statements of Cash Flows for the three months ended
May 31, 1996 and 1995.
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Plan of Operations
PART II. OTHER INFORMATION
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Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURE
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PART I. FINANCIAL INFORMATION
ITEM 1. UNAUDITED FINANCIAL STATEMENTS
AMERICAN LIST CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
May 31, February 29,
1996 1996
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ASSETS
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<S> <C> <C>
Current assets:
Cash and equivalents $ 3,247,523 $ 3,611,609
Marketable securities 7,317,879 7,775,051
Trade accounts receivable, net 5,839,454 5,781,175
Unamortized costs of lists 730,123 869,899
Prepaid income taxes - 192,152
Prepaid expenses and other 58,953 127,380
----------- ----------
Total current assets 17,193,932 18,357,266
Property and equipment, at cost (less accumulated
depreciation of $894,784 and $845,121) 526,643 461,445
Deferred license cost, net of accumulated amortization 2,706,035 2,790,369
Unamortized costs of lists 549,957 494,200
Other assets 403,137 406,792
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$21,379,704 $22,510,072
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
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Current liabilities:
Current portion of long-term debt $ 453,771 $ 445,645
Accounts payable 290,790 240,973
Income taxes payable 814,748
Accrued pension and profit-sharing contribution 267,773 202,773
Accrued salaries 284,938 270,564
Accrued expenses 307,704 239,553
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Total current liabilities 2,419,724 1,399,508
Long-term debt 1,885,138 1,893,264
Stockholders' equity:
Common stock, par value $.01 Per share;
Authorized - 10,000,000 shares; issued 4,542,403
and 4,541,403 shares, respectively 45,424 45,414
Additional paid-in-capital 6,468,395 6,459,011
Unrealized gain (loss) on marketable securities (1,691) 4,687
Retained earnings 13,330,724 12,708,188
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19,842,852 19,217,300
Less treasury stock at cost - 110,000 shares (2,768,010) -
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17,074,842 19,217,300
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$21,379,704 $22,510,072
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</TABLE>
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AMERICAN LIST CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
THREE MONTHS ENDED
MAY 31,
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1996 1995
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Revenues $5,101,919 $5,330,609
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Costs and expenses:
Cost of operations 928,329 671,100
Selling, general and
administrative expense 1,090,211 975,781
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2,018,540 1,646,881
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Operating income 3,083,379 3,683,728
Investment income 103,333 125,456
Interest expense (44,755) (52,314)
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Earnings before provision for
income taxes 3,141,957 3,756,870
Provision for income taxes 1,157,000 1,421,000
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Net earnings $1,984,957 $2,335,870
========= =========
Net earnings per common share $0.44 $0.51
==== ====
Weighted average shares outstanding 4,529,783 4,547,305
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AMERICAN LIST CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
THREE MONTHS ENDED MAY 31, 1996
(UNAUDITED)
<TABLE>
Unrealized
Additional Gain (Loss) On
Paid-in Marketable Retained Treasury
Shares Amount Capital Securities Earnings Stock Total
--------- ------ ---------- ------------ -------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at March 1, 1996 4,541,403 $45,414 $6,459,011 $ 4,687 $12,708,188 $19,217,300
Issuance of common stock
in connection with
exercise of stock options 1,000 10 9,384 9,394
Purchase of common stock
for treasury $(2,768,010) (2,768,010)
Cash dividends declared
on common stock - $.30
per share (1,362,421) (1,362,421)
Unrealized loss on
marketable securities (6,378) (6,378)
NET EARNINGS 1,984,957 1,984,957
--------- ------- ---------- ----------- ------------ ---------
Balance at May 31, 1996 4,542,403 $45,424 $6,468,395 $(1,691) $13,330,724 $(2,768,010) $17,074,842
========= ====== ========= ======= ========== =========== ==========
</TABLE>
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AMERICAN LIST CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED
MAY 31,
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1996 1995
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Cash flows from operating activities
Net earnings $1,984,957 $2,335,870
Adjustments to reconcile net earnings to
net cash provided by operating activities
Depreciation and amortization 141,393 104,189
Amortization of bond premiums 69,652 59,398
Decrease (increase) in operating assets 286,318 (568,945)
Increase in operating liabilities 1,012,090 1,234,908
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Net cash provided by operating activities 3,494,410 3,165,420
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Cash flows from investing activities
Capital expenditures (114,861) (26,800)
Sale (purchase) of marketable securities, net 377,402 (981,638)
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Net cash provided by (used in) investing
activities 262,541 (1,008,438)
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Cash flows from financing activities
Issuance of common stock 9,394 46,342
Cash dividends paid (1,362,421) (912,434)
Purchase of treasury stock (2,768,010) (509,238)
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Net cash used in financing activities (4,121,037) (1,375,330)
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Net increase (decrease) in cash and equivalents (364,086) 781,652
Cash and cash equivalents at beginning of period 3,611,609 3,196,634
--------- ---------
Cash and cash equivalents at end of period $3,247,523 $3,978,286
========= =========
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AMERICAN LIST CORPORATION
NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
May 31, 1996
Note A - Basis of Presentation
---------------------
The accompanying unaudited financial statements reflect all adjustments
which, in the opinion of management, are of a normal recurring accrual
nature and necessary for a fair statement of the results for the
interim periods presented. These financial statements have been
prepared in accordance with the instructions to Form 10-Q and,
therefore, do not include all the information or note disclosures
necessary for a complete presentation. They should be read in
conjunction with the Company's audited financial statements and
accompanying notes which appear in the Company's Annual Report on Form
10-K for the year ended February 29, 1996. The results of operations
for the first three months of the year are not necessarily indicative
of the results of operations for the full year.
Note B - Stockholders' Equity
--------------------
In May 1996, the Company purchased 110,000 shares of its common stock
in the open market for an aggregate purchase price of $2,768,010.
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AMERICAN LIST CORPORATION
May 31, 1996
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
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Financial Condition
-------------------
The Company continues to be in a favorable financial position and does
not require outside financing to support its operations. Working
capital as of May 31, 1996 and February 29, 1996 amounted to
approximately $14.8 million and $17.0 million, respectively. The
Company has no material commitments for capital expenditures.
Management is, however, continually seeking possibilities for
additional expansion into compatible business areas. The Company
believes that cash and cash equivalents and marketable securities as of
May 31, 1996 in the approximate amount of $10.6 million can provide
adequate liquidity for the Company's continuing operations and for such
possible further expansion. Net cash flows from operating activities
amounted to approximately $3.5 million and $3.2 million for the three
months ended May 31, 1996 and 1995, respectively. Operating cash flows
increased primarily due to a reduction in income tax payments during
the current period.. On July 3, 1996, the Company announced a quarterly
dividend of 30 cents ($.30) per share payable August 9, 1996 to
stockholders of record on July 31, 1996. In May 1996, the Company
purchased 110,000 shares of its common stock on the open market for an
aggregate purchase price of $2,768,010. Presently, the Company does not
anticipate any further purchases of its common stock. However,
depending on the market conditions, the Company, may, from time to
time, purchase additional shares of its common stock. Further increases
in cash equivalents and marketable securities are dependent upon future
operating profits, the level of dividends declared by the Board of
Directors and further purchases of its common stock.
Results Of Operations
---------------------
Revenues from operations decreased during the three months ended May
31, 1996 by approximately $229,000 (4%) from the comparable 1995
period. This decrease in revenue is primarily attributable to a decline
in sales to certain customers modifying the timing of their mailing
plans and a fall off of significant new sales during this quarter as
compared to the same quarter last year.
Costs of operations increased for the three months ended May 31, 1996
approximately $257,000 (38%) from the comparable 1995 period primarily
due to costs associated with the newly acquired subsidiary, GeoDemX. As
a percentage of sales, costs of operations increased for the three
months ended May 31, 1996 as compared to same period for 1995 as a
result of the decrease student list sales and lower margins on GeoDemX
sales.
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Selling, general and administrative costs increased during the three
months ended May 31, 1996 by approximately $114,000 (12%) from the
comparable 1995 period primarily due to expenses associated with
GeoDemX subsidiary and to additional personnel recently hired by the
Company.
Investment income decreased approximately $22,000 (18%) during the
three months ended May 31, 1996 from the comparable 1995 period
primarily due to a decrease in interest rates and a reduction in funds
available for investment.
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PART II OTHER INFORMATION
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Item 1. Legal Proceedings
Not applicable
Item 2. Changes in Securities
Not applicable
Item 3. Defaults Upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Item 5. Other Information
Not applicable
Item 6(a). Exhibits, Lists and Reports on Form 8-K.
3.1 Articles of Incorporation as amended to August 31, 1983(1)
3.1.a Certificate of Amendment to Articles of Incorporation filed September
19, 1983(2)
3.1.b Certificate of Amendment to Articles of Incorporation filed September
9, 1987(3)
3.2 By laws as amended to date (1)
10.1 Profit-sharing Plan (1)
10.2 Pension Plan (1)
10.3 Lease Agreement (4)
10.4 Stock Option Plan (5)
10.5 Employment Agreement between the Registrant and Jan Stumacher (6)
10.6 Employment Agreement, as amended, between the Registrant and
Martin Lerner (7)
10.7 Agreement of Sale and Purchase of Assets between the Registrant and
GeoDemX Corporation (8)
22 Subsidiaries of the Registrant (9)
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(1) Incorporated by reference to the Annual Report on Form 10-K for the
year ended February 28, 1981.
(2) Incorporated by reference to the Annual Report on Form 10-K for the
year ended February 29, 1984.
(3) Incorporated by reference to the Annual Report on Form 10-K for the
year ended February 29, 1988.
(4) Incorporated by reference to the Annual Report on Form 10-K for the
year ended February 29, 1992.
(5) Incorporated by reference to the Annual Report on Form 10-K for the
year ended February 28, 1993.
(6) Incorporated by reference to the Annual Report on Form 10-KSB for the
year ended February 28, 1994.
(7) Incorporated by reference to the Annual Report on Form 10-KSB for the
year ended February 28, 1995.
(8) Incorporated by reference to the Quarterly Report on Form 10-Q for the
three months ended May 31, 1995.
(9) Incorporated by reference to the Quarterly Report on Form 10-Q for the
three months ended August 31, 1995.
(b) Reports on Form 8-K. No reports on Form 8-K have been filed during the
three months ended May 31, 1996.
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SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN LIST CORPORATION
Date: July 10, 1996 By: /S/MARTIN LERNER
------------------------------
Martin Lerner, President
Principal Financial Officer
and Chief Executive
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FRON THE BALANCE
SHEET AND STATEMENT OF OPERATIONS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-28-1997
<PERIOD-END> MAY-31-1996
<CASH> 3,247,523
<SECURITIES> 7,317,879
<RECEIVABLES> 5,889,454
<ALLOWANCES> 50,000
<INVENTORY> 0
<CURRENT-ASSETS> 17,193,932
<PP&E> 1,421,427
<DEPRECIATION> 894,784
<TOTAL-ASSETS> 21,379,704
<CURRENT-LIABILITIES> 2,419,724
<BONDS> 0
0
0
<COMMON> 45,424
<OTHER-SE> 17,029,418
<TOTAL-LIABILITY-AND-EQUITY> 21,379,704
<SALES> 5,101,919
<TOTAL-REVENUES> 5,101,919
<CGS> 928,329
<TOTAL-COSTS> 2,018,540
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 44,755
<INCOME-PRETAX> 3,141,957
<INCOME-TAX> 1,157,000
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,984,957
<EPS-PRIMARY> 0.44
<EPS-DILUTED> 0
</TABLE>
